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Agreement#: AG-40812
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Master Interconnection & Resale Agreement

Effective Date: January 15, 1999
Parties:

Pac-West, Sprint Nextel

Sectors: Telecommunications
Governing Law:  Nevada
LOGO OF SPRINT APPEARS HERE]





MASTER INTERCONNECTION AND RESALE AGREEMENT

FOR THE STATE OF NEVADA



January 15, 1999



Pac-West Telecomm. Inc





The Nevada Division of Central Telephone Company

d/b/a Sprint of Nevada











THIS DOCUMENT REPRESENTS THE CURRENT POSITIONS OF THE SPRINT OPERATING TELEPHONE COMPANIES WITH RESPECT TO INTERCONNECTION AND RESALE. SPRINT RESERVES THE RIGHT TO MODIFY THESE POSITIONS. THIS DOCUMENT IS NOT AN OFFER.

TABLE OF CONTENTS



Page No.

--------



PART A - DEFINITIONS



1. DEFINED TERMS........................................................ 2



PART B - GENERAL TERMS AND CONDITIONS



1. SCOPE OF THIS AGREEMENT............................................. 13



2. REGULATORY APPROVALS................................................ 13



3. TERM AND TERMINATION................................................ 14



4. POST TERMINATION INTERIM SERVICE ARRANGEMENTS....................... 15



5. CHARGES AND PAYMENT................................................. 16



6. AUDITS AND EXAMINATIONS............................................. 17



7. INTELLECTUAL PROPERTY RIGHTS........................................ 18



8. LIMITATION OF LIABILITY............................................. 19



9. INDEMNIFICATION..................................................... 19



10. BRANDING............................................................ 20



11. CONFIDENTIALITY AND PUBLICITY....................................... 21



12. DISCLAIMER OF WARRANTIES............................................ 22



13. ASSIGNMENT AND SUBCONTRACT.......................................... 22



14. GOVERNING LAW....................................................... 23



15. RELATIONSHIP OF PARTIES............................................. 23



16. NO THIRD PARTY BENEFICIARIES........................................ 23



17. NOTICES............................................................. 23



18. WAIVERS............................................................. 24



19. SURVIVAL............................................................ 24



20. FORCE MAJEURE....................................................... 24



21. DISPUTE RESOLUTION.................................................. 25



22. COOPERATION ON FRAUD................................................ 26



23. TAXES............................................................... 26









24. AMENDMENTS AND MODIFICATIONS........................................... 26



25. SEVERABILITY........................................................... 27



26. HEADINGS NOT CONTROLLING............................................... 27



27. ENTIRE AGREEMENT....................................................... 27



28. COUNTERPARTS........................................................... 27



29. SUCCESSORS AND ASSIGNS................................................. 27



30. IMPLEMENTATION PLAN.................................................... 27



31. FEDERAL JURISDICTIONAL AREAS........................................... 29



ATTACHMENT I - GENERAL PRINCIPLES



1. PRICE SCHEDULE......................................................... 31



2. LOCAL SERVICE RESALE................................................... 31



3. INTERCONNECTION AND RECIPROCAL COMPENSATION............................ 31



4. UNBUNDLED NETWORK ELEMENTS............................................. 32



ATTACHMENT II - LOCAL RESALE



1. TELECOMMUNICATIONS SERVICES PROVIDED FOR RESALE........................ 33



2. GENERAL TERMS AND CONDITIONS........................................... 33



ATTACHMENT III - NETWORK ELEMENTS



1. GENERAL................................................................ 36



2. UNBUNDLED NETWORK ELEMENTS............................................. 36



3. BONA FIDE REQUEST PROCESS FOR FURTHER UNBUNDLING....................... 37



4. NETWORK INTERFACE DEVICE............................................... 38



5. LOOP................................................................... 39



6. LOCAL SWITCHING........................................................ 40



7. TANDEM SWITCHING....................................................... 42



8. TRANSPORT.............................................................. 43



9. SIGNALING SYSTEMS AND DATABASES........................................ 44



10. OPERATOR SERVICES...................................................... 48



11. DIRECTORY ASSISTANCE SERVICE........................................... 49





ATTACHMENT IV - INTERCONNECTION



1. LOCAL INTERCONNECTION TRUNK ARRANGEMENT............................... 50



2. INTERCONNECTION COMPENSATION MECHANISMS............................... 51



3. SIGNALING............................................................. 53



4. NETWORK SERVICING..................................................... 53



5. NETWORK MANAGEMENT.................................................... 55



6. USAGE MEASUREMENT..................................................... 55



7. TRANSIT TRAFFIC....................................................... 56



8. RESPONSIBILITIES OF THE PARTIES....................................... 57



ATTACHMENT V - INTERIM NUMBER PORTABILITY



1. SPRINT PROVISION OF INTERIM NUMBER PORTABILITY........................ 59



2. INTERIM NUMBER PORTABILITY............................................ 59



3. REQUIREMENTS FOR INP.................................................. 60



ATTACHMENT VI - LOCAL NUMBER PORTABILITY



1. INTRODUCTION ......................................................... 63



2. TRANSITION FROM INP TO LNP............................................ 64



3. TESTING............................................................... 64



4. ENGINEERING AND MAINTENANCE........................................... 64



5. E911/911.............................................................. 65



6. BILLING............................................................... 65



ATTACHMENT VII - GENERAL BUSINESS REQUIREMENTS



1. PROCEDURES............................................................ 66



2. ORDERING AND PROVISIONING............................................. 67



3. BILLING............................................................... 74



4. PROVISION OF SUBSCRIBER USAGE DATA.................................... 75



5. GENERAL NETWORK REQUIREMENTS.......................................... 81



6. MISCELLANEOUS SERVICES AND FUNCTIONS.................................. 82



ATTACHMENT VIII - REPORTING STANDARDS



1. GENERAL............................................................... 99



2. PARITY AND QUALITY MEASUREMENTS....................................... 99





INTERCONNECTION AND RESALE AGREEMENT



This Interconnection and Resale Agreement (the "Agreement"), entered into this day of , 199 , is entered into by and between

----- ------------ -- Pac-West Telecomm. Inc. ("CLEC"), a California corporation, and the Nevada division of Central Telephone Company, a Delaware corporation, d/b/a Sprint of Ne vada ("Sprint"), to establish the rates, terms and conditions for local interconnection, local resale, and purchase of unbundled network elements (individually referred to as the "service" or collectively as the "services").



WHEREAS, the Parties wish to interconnect their local exchange networks for the purposes of transmission and termination of calls, so that customers of each can receive calls that originate on the other's network and place calls that terminate on the other's network, and for CLEC's use in the provision of exchange access ("Local Interconnection"); and



WHEREAS, CLEC wishes to purchase Telecommunications Services for resale to others, and Sprint is willing to provide such service; and



WHEREAS, CLEC wishes to p urchase unbundled network elements, ancillary services and functions and additional features ("Network Elements"), and to use such services for itself or for the provision of its Telecommunications Services to others, and Sprint is willing to provide such services; and



WHEREAS, the Parties intend the rates, terms and conditions of this Agreement, and their performance of obligations thereunder, to comply with the Communications Act of 1934,as amended (the "Act"), the Rules and Regulations of the Federal Communications Commission ("FCC"), and the orders, rules and regulations of the Public Utilities Commission of Nevada (the "Commission"); and



WHEREAS, the parties wish to replace any and all other prior agreements, written and oral,applicable to the state of Nevada.



Now, therefore, in consideration of the terms and conditions contained herein, CLEC and Sprint hereby mutually agree as follows:





PART A - DEFINITIONS



1. DEFINED TERMS



1.1. Certain terms used in this Agreement shall have the meanings as

otherwise defined throughout this Agreement. Other terms used but not

defined herein will have the meaning ascribed to them in the Act or

in the Rules and Regulations of the FCC or the Commission. The

Parties acknowledge that other terms appear in this Agreement which

are not defined or ascribed as stated above. The parties agree that

any such terms shall be construed in accordance with their customary

usage in the telecommunications industry as of the effective date of

this Agreement.



1.2. "911 Site Administrator" is a person assigned by CLEC to establish

and maintain E911 service location information for its subscribers.



1.3. "911 Service" means a universal telephone number which give the

public direct access to the Public Safety Answering Point (PSAP).

Basic 911 service collects 911 calls from one or more local exchange

switches that serve a geographic area. The calls are then sent to the

correct authority designated to receive such calls.



1.4. "Access Service Request (ASR)" means the industry standard forms and

supporting documentation used for ordering Access Services. The ASR

may be used to order trunking and facilities between CLEC and Sprint

for Local Interconnection.



1.5. "Access Services" refers to interstate and intrastate switched access

and private line transport services.



1.6. "Act" means the Communications Act of 1934, as amended.



1.7. "Affiliate" is as defined in the Act.



1.8. "Ancillary Traffic" means all traffic destined for ancillary

services, or that may have special billing requirements, including,

but not limited to the following:



1.8.1. Directory Assistance:



1.8.2. 911/E911:



1.8.3. Operator call termination (busy line interrupt and verify);

and Information services requiring special billing (e.g.,

900 and 950).



1.9. "Automated Message Accounting (AMA)" is the structure inherent in

switch technology that initially records telecommunication message

information. AMA format is contained in the Automated Message

Accounting document, published by Bellcore at GR-1100-CORE which

defines the industry standard for message recording.





1.10. "Automatic Location Identification (ALI)" is a feature developed for

E911 systems that provides for a visual display of the caller's

telephone number, address and the names of the emergency response

agencies that are responsible for that address.



1.11. "Automatic Location Identification/Data Management System (ALI/DMS)"

means the emergency service (E911/911) database containing subscriber

location information (including name, address, telephone number, and

sometimes special information from the local service provider) used

to determine to which Public Safety Answering Point (PSAP) to route

the call.



1.12. "ALI Gateway" is a telephone company computer facility that

interfaces with CLEC's 911 administrative site to receive Automatic

Location Identification data from CLEC.



1.13. "Automatic Number Identification (ANI)" is a feature that identifies

and displays the number of a telephone line that originates a call.



1.14. "Automatic Route Selection (ARS)" is a service feature associated

with a specific grouping of lines that provides for automatic

selection of the least expensive or most appropriate transmission

facility for each call based on criteria programmed into the system.



1.15. "ATU - C" refers to an ADSL Transmission Unit - Central Office.



1.16. "ATU - R" refers to an ADSL Transmission Unit - Remote.



1.17. "Busy Line Verify/Busy Line Verify Interrupt (BLV/BLVI)" means an

operator call in which the caller inquires as to the busy status of,

or request an interruption of a call on another subscriber's

telephone line.



1.18. "Business Day(s)" means the days of the week excluding Saturdays,

Sundays, and all Sprint holidays.



1.19. "Carrier Access Billing System (CABS)" is the system which is defined

in a document prepared under the direction of the Billing Committee

of the OBF. The CABS document is published by Bellcore in Volumes 1,

1A, 2, 3, 3A, 4 and 5 as Special Reports SR-OPT-001868, SR-OPT-

0011869, SR-OPT-001871, SR-OPT-001872, SR-OPT-001873, SR-OPT-001874,

and SR-OPT-001875, respectively, and contains the recommended

guidelines for the billing of access and other connectivity services.

Sprint's carrier access billing system is its Carrier Access Support

System (CASS). CASS mirrors the requirements of CABS.



1.20. "Common Channel Signaling (CCS)" is a method of digitally

transmitting call set-up and network control data over a digital

signaling network fully separate from the public switched telephone

network that carries the actual call.



1.21. "Calling Party Number (CPN)" is CCS parameter which refers to the





transmitted through the network identifying the calling party.



1.22. "Central Office Switch" ("Central Office", or "CO"), "End Office" or

"Tandem", or Remote Switch are switching facilities within the public

switched telecommunications network, including, but not limited to:



1.22.1. "End Office Switch" is a switch from which end user

Telephone Exchange Services are directly connected and



1.22.2. "Tandem Switch" is a switch which is used to connect and

switch trunk circuits between and among Central Office



1.22.3. "Remote Switch" is a switch that is away from the host or

control office. All or most of the central control

equipment for the remote switch is located at the host or

control office.



1.23. "Centrex" means a Telecommunications Service associated with a

specific grouping of lines that uses central office switching

equipment for call routing to handle direct dialing of calls, and to

provide numerous private branch exchange-like features.



1.24. "Charge Number" is a CCS parameter which refers to the number

transmitted through the network identifying the billing number of the

calling party.



1.25. "CLASS/LASS" (Bellcore Service Mark) refers to service features that

utilize the capability to forward a calling party's number between

end offices as part of call setup. Feature include Automatic

Callback, Automatic Recall, Caller ID, Call Trace, and Distinctive



1.26. "Competitive Local Exchange Carrier (CLEC) or Alternative Local

Exchange Carrier (ALEC)" means any entity or person authorized to

provide local exchange services in competition with an ILEC.



1.27. "CLEC 911 Database Records" are the CLEC subscriber records to be

provided by CLEC to Sprint for inclusion in Sprint's E911 database.



1.28. "Commission" means the Public Utilities Commission of Nevada.



1.29. "Common Transport" provides a local interoffice transmission path

between the Sprint Tandem Switch and a Sprint or CLEC end office

switch. Common Transport is shared between multiple customers and is

required to be switched at the Tandem.



1.30. "Confidential and or Proprietary Information" has the meaning set

forth in Article 11 of Part A -- General Terms and Conditions.



1.31. "Contract Year" means a twelve- (12) month period during the term of

the contract commencing on the Effective Date and each anniversary



1.32. "Control Office" is an exchange carrier center or office designated

as the party's









single point of contact for the provisioning and maintenance of its

portion of local interconnection arrangements.



1.33. "Custom Calling Features" means a set of Telecommunications Service

features available to residential and single-line business customers

including call-waiting, call-forwarding and three-party calling.



1.34. "Customer Proprietary Network Information (CPNI)" means:



1.34.1. information that relates to the quantity, technical

configuration, type, destination, and amount of use of a

Telecommunications Service subscribed to by any customer of

a Telecommunications carrier, and that is made available to

the carrier by the customer solely by virtue of the carrier

customer relationship; and



1.34.2 information contained in the bills pertaining to telephone

exchange service or telephone toll service received by a

customer of a carrier.



1.35. "Database Management System (DBMS)" is a computer process used to

store, sort, manipulate and update the data required to provide

selective routing and ALI.



1.36. "Dedicated Transport" provides a local interoffice transmission path

between sprint and/or CLEC central offices. Dedicated Transport is

limited to the use of a single customer and does not require

switching at a Tandem.



1.37. "Directory Assistance Database" refers to any subscriber record used

by Sprint in its provision of live or automated operator-assisted

directory assistance including but not limited to 411. 555-1212,

NPA-555-1212.



1.38. "Directory Assistance Services" provides listings to callers.

Directory Assistance Services may include the option to complete the

call at the caller's direction.



1.39. "Discloser" means that Party to this Agreement which has disclosed

Confidential Information to the other Party.



1.40. "DSLAM" refers to a Digital Subscriber Line Access Multiplexer.



1.41. "Duct" is a single enclosed path to house facilities to provide

telecommunications services.



1.42. "Enhanced 911 Service (E911)" means a telephone communication

service which will automatically route a call dialed "9-1-1" to a

designated public safety answering point (PSAP) attendant and will

provide to the attendant the calling party's telephone number and,

when possible, the address from which the call is being placed and

the emergency response agencies responsible for the location from

which the call was dialed.



1.43. "E911 Message Trunk" is a dedicated line, trunk or channel between

two central









offices or switching devices which provides a voice and signaling

path for E911 calls.



1.44. "Effective Date" is either thirty (30) days after the date

referenced in the opening paragraph of the Agreement, the filing

date of this Agreement with the Commission if the Commission has

defined the Effective Date as such, or as otherwise required by the

Commission. Absent specific Commission rules to the contrary, the

Effective Date shall be no earlier than proof of CLEC certification

in the jurisdiction.



1.45. "Electronic Interfaces" means access to operations support systems

consisting of preordering, ordering, provisioning, maintenance and

repair and billing functions.



1.46. "Emergency Response Agency" is a governmental entity authorized to

respond to requests from the public to meet emergencies.



1.47. "Environmental Hazard" means any substance the presence, use,

transport, abandonment or disposal of which:



1.47.1. requires investigation, remediation, compensation, fine or

penalty under any Applicable Law (including, without

limitation, the Comprehensive Environmental Response

Compensation and Liability Act, Superfund Amendment and

Reauthorization Act, Resource Conservation Recovery Act, the

Occupational Safety and Health Act and provisions with

similar purposes in applicable foreign, state and local

jurisdiction); or



1.47.2 poses risks to human health, safety or the environment

(including, without limitation, indoor, outdoor or orbital

space environments) and is regulated under any Applicable



1.48. "Emergency Service number (ESN)" is a number assigned to the ALI and

selective routing databases for all subscriber telephone numbers.

The ESN designates a unique combination of fire, police and

emergency medical service response agencies that serve the address

location of each in-service telephone number.



1.49. "Exchange Message record system (EMR)" refers to the exchanging

telecommunications message information for billable, non-billable,

sample, settlement and study data. EMR format is contained in BR-

010-200-010 CRIS Exchange Message Record, published by Bellcore and

which defines the industry standard for exchange message records.



1.50. "Enhanced Directory Assistance" refers to directory Assistance

services, including but not limited to reverse search, talking

yellow pages, and locator services.



1.51. "Expanded Interconnection Service (EIS)" is the collocation

arrangement which Sprint provides in its designated wire centers.









1.52. "Grandfather Service" means service which is no longer available for

new customers and is limited to the current customer at their

current locations with certain provisioning limitations, including

but not limited to upgrade denials, feature adds/changes and

responsible ...

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